ACUITY BRANDS, INC. AMENDED AND RESTATED SEVERANCE AGREEMENTSeverance Agreement • November 1st, 2005 • Acuity Brands Inc • Wholesale-chemicals & allied products • Georgia
THIS AMENDED AND RESTATED AGREEMENT (the “Agreement”), made and entered into as of this 1st day of August, 2005, by and between ACUITY BRANDS, INC., a Delaware corporation (the “Company”), and John K. Morgan (the “Executive”).
Vernon J. Nagel Chairman, President and Chief Executive Officer Acuity Brands, Inc. 1170 Peachtree Street, NE Suite 2400 Atlanta, GA 30309-7676 Tel: 404 853 1413 Fax: 404 853 1411 vern.nagel@acuitybrands.comLetter Agreement • November 1st, 2005 • Acuity Brands Inc • Wholesale-chemicals & allied products • Georgia
This amended and restated letter agreement (“Agreement”) sets forth the terms and conditions of your employment with Acuity Brands, Inc. (“Acuity”) and Acuity Lighting Group (“ALG”) (Acuity and ALG are sometimes referred to collectively hereinafter as the “Company”) and your election as President and Chief Executive Officer of ALG, effective at the close of business on July 29, 2005 (“Effective Date”). As of the Effective Date, this Agreement shall supersede and replace in its entirety the employment letter, dated June 24, 2004, between you and Acuity. After you have reviewed the terms and conditions of this letter, please sign below to signify your acceptance.
AMENDMENT #3 TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • November 1st, 2005 • Acuity Brands Inc • Wholesale-chemicals & allied products • Georgia
THIS AMENDMENT, dated as of September 29, 2005 (this “Amendment”), is entered into by and among (a) Acuity Enterprise, inc., a Delaware corporation, and Acuity Unlimited, Inc., a Delaware corporation, as Borrowers, (b) Acuity Specialty Products Group, Inc., a Delaware corporation, and Acuity Lighting Group, Inc., a Delaware corporation, as initial Servicers, (c) Blue Ridge Asset Funding Corporation, a Delaware corporation, and (d) Wachovia Bank, National Association, individually and as agent (in such agency capacity, together with its successors and assigns in such capacity, the “Agent”), and pertains to the credit and security agreement dated as of september 2, 2003 among the parties hereto, as amended (the “Existing Agreement”). Unless defined elsewhere herein, capitalized terms used in this Amendment shall have the meanings assigned thereto in the Existing Agreement.
THIRD AGREEMENT AND CONSENT RELATING TO TAX DISAFFILIATION AGREEMENTTax Disaffiliation Agreement • November 1st, 2005 • Acuity Brands Inc • Wholesale-chemicals & allied products
This THIRD AGREEMENT AND CONSENT RELATING TO TAX DISAFFILIATION AGREEMENT is dated as of October 7, 2005 by and among NATIONAL SERVICE INDUSTRIES, INC. (“NSI-Del”), a Delaware corporation, NATIONAL SERVICE INDUSTRIES, INC. (“NSI Enterprises”), a California corporation, (NSI Enterprises and NSI-Del being jointly refereed to herein as “NSI”), and ACUITY BRANDS, INC. (“Spinco”), a Delaware corporation.
AMENDMENT TO SEVERANCE PROTECTION AGREEMENTSeverance Protection Agreement • November 1st, 2005 • Acuity Brands Inc • Wholesale-chemicals & allied products
THIS AMENDMENT made and entered into as of the 1st day of August, 2005, by and between Acuity Brands, Inc. (the “Company”) and John K. Morgan (“Executive”);
